NJNR definition
Examples of NJNR in a sentence
Upon the Partnership’s exercise and consummation of its purchase rights under this Section 2.02(b), NJNR’s rights (and the rights of any Holder of Common Units originally issued to NJNR under the Contribution Agreement) under Section 2.02(a) hereof shall automatically terminate and be of no further force or effect.
Such Registration Statement shall cover at the time of filing at least one-third of the Common Units issued to NJNR under the Contribution Agreement (subject to adjustment pursuant to Section 3.04).
If NJNR is the Holder of ten percent (10%) or more of the Common Units originally issued to NJNR under the Contribution Agreement at the time an Option Notice is given hereunder, the Partnership shall not be obligated to provide an Option Notice to any other Holders (other than NJNR) of such originally issued Common Units and NJNR shall sell and transfer to Partnership all Common Units purchased by Partnership pursuant to the rights granted in this Section 2.02(b).
The Partnership shall exercise such purchase option by providing notice (the “Option Notice”) to NJNR (or, if applicable, all other Holders owning Common Units originally issued to NJNR under the Contribution Agreement) within fifteen (15) Business Days after receipt of the Notice from NJNR pursuant to Section 2.02(a).
The closing of such purchase shall occur within seven (7) Business Days after NJNR’s receipt of the Option Notice, at which time the Partnership shall pay the purchase price for Common Units purchased by the Partnership pursuant to this Section 2.02(b) by wire transfer to the account designated by NJNR and NJNR shall transfer to the Partnership, by appropriate means of transfer designated by the Partnership, the purchased Common Units.
The rights granted under this Agreement to NJNR and to any other Holders of Registrable Securities shall be subject in all respect to the restrictions provided for in Section 5.8 of the Contribution Agreement.
Notwithstanding the foregoing, any Transfer Taxes incurred in connection with the contribution of the NJNR Interests pursuant to this Agreement shall be borne 50% by Contributor and 50% by the Acquirer Parties in accordance with Section 5.4(d).
Contributor is the sole legal, beneficial, record and equitable owner of all of the NJNR Interests free and clear of all Liens (other than the Iroquois LPA, the LDC Bloc Voting Agreement and the U.S. Interstate Bloc Voting Agreement).
Upon Closing, DM Sub shall own all of the NJNR Interests free and clear of all Liens (other than the Iroquois LPA, the LDC Bloc Voting Agreement and the U.S. Interstate Bloc Voting Agreement and DM Sub’s allocable share of the liabilities of Iroquois as determined pursuant to Section 752 of the Code and its underlying Treasury Regulations).
At the Closing and for the consideration specified in Section 2.2 below, Contributor shall contribute, convey, transfer, assign and deliver to DM Sub, and DM Sub shall acquire and accept from Contributor, all of Contributor’s right, title and interest in and to the NJNR Interests.